INDIA NON JUDICIAL | Government of National Capital Territory of Dell e-Stamp re wera wea | Cartiticate No. : IN-DL85843420296186M Cottiticate Issued Date 1 28-Jul-2014 05:58 PM Account Reference 2 IMPAGG (IV) dl732103/ DELHV DL-DLH Unique Doe. Reference + SUBIN-DLDL73210368828450794517M Purchased by 1 SONATA FINANCE PRIVATE LIMITED Desoription of Document : Article 5 General Agreement Property Description 1 Not Applicable Consideration Price (Rs.) o (Zero) | First Party 2 SONATA FINANCE PRIVATE LIMITED Second Party 2 Not Applicable Stamp Duty Paid By : SONATA FINANCE PRIVATE LIMITED Stamp Duty Amount(Rs.) 2 200 (Two Hundred only) Please write of type below thisline... pvt. lad For Sonata Fftanet Pvt Aho’ juunetory | Stattory Aor 1 any ou Song Conia soul be voile we. sceag.com Any deapencyn edt on is Catal and esFor Sonata F DEBENTURE TRUST DEED Auuthic CF ‘This Debenture Trust Deed ("Deed") made at Delhi on July 30, 2014 ("Elfective Date"), between: Sonata Finance Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at at Il Floor, Cp. 1, Pe, Towers, Kursi Road, Vikas Nagar, Lucknow, Uttar Pradesh, 226026 (hereinafter referred to as the "Company", which expression shall include its successors and permitted assigns wherever the context or meaning shall so require or permit); and GDA TRUSTEESHIP LIMITED, a company established under the Companies Act, 1956 and having its registered office at GDA House, Plot No. 85, Bhusari Colony (Right), Paud Road, Pune - 411, India and its branch office in 9, Kamer Building, Plot No. 407, Cawasji Patel Street, Mumbai 400 001, (hereinafter called the “Debenture Trustee", which expression shall include its successors and assigns for the time being wherever the context or meaning shall so require or pert (The Company and the DebentureTrustee are hereinafter collectively referred to as the "Parties" and individually as a "Party") BACKGROUND: A. With a view to raising debt to meet funding requirements of the Company and diversifying the funding sources of the Company ("Purpose"), the Company proposes to issue 100 rated, listed, taxable, senior, secured, redeemable, non-convertible debentures each having a face value of Rs. 1,000,000 (Rupees Ten Lakhs} of the aggregate face value of Rs. 150,000,000 (Rupees Fifteen Crore only) for cash at par, in dematerialised form on a private placement basis to certain identified investors ("Issue"). The Issue is part of the Collateralized Bond Issuance (as defined hereinafter) together with the other CBO Issuers (as defined hereinafter) 8B. The Company has issued a debt disclosure document dated July 30, 2014 to potential investors, who may subscribe to the Debentures (as defined hereinafter), on a private placement basis, inter alia setting out the broad terms and conditions on which the Debentures are to be issued. €. The Company being duly empowered by its memorandum of association and articles of association, will allot and issue the Debentures pursuant to the authority granted by the resolution of the board of directors of the Company passed at its meeting heid on July 24, 2014 to the parties detailed in the Schedule I hereto who have applied to subscribe to, in the aggregate, all of the 150 Debentures. D. The Debentures will be issued in dematerialised form and are subject to the provisions of the Depositories Act, 1996 and rules notified by the NSDL {as defined hereinafter), as the case may be, from time to time. The Company has entered / will enter into an agreement with NSDL for issuing Debentures in the dematerialised form. ‘The Company has obtained credit rating for the Debentures being secured under these presents from the Rating Agency (as defined hereinafter), which has affirmed a rating of 'A- (S0}' to the Debenture issuance of the Company vide its letter dated July 25, 2014. However, the rating is conditional subject to fulfilment of all conditions under the structure as mentioned to the Rating Agency including execution of the necessary documentation For Sonata Pipance Pvt Lid. Not — rages Authoitocd SignatoryOPERATIVE TERMS: 1 ‘The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE (as defined hereinafter}. ‘The Debenture Trustee Is registered with the Securities Exchange Board of India as a debenture trustee under the Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993 and pursuant to the consent letter dated July 23, 2014 addressed by the Debenture Trustee which has been accepted by the Company, the Debenture Trustee has agreed to act as a trustee in trust and on behalf of and for the benefit of the Debenture Holder(s} (as defined hereinafter) from time to time, and each of their successors and assigns, The Debenture Trustee and the Company have entered into a debenture trustee agreement dated on or about the date of this Deed executed between the Debenture Trustee and the Company, whereby the Company has appointed the Debenture Trustee and the Debenture Trustee has agreed to be appointed as a debenture trustee for the benefit of the Debenture Holder(s) and for purposes related thereto, including for holding the security to be created by the Company in favour of the Debenture Trustee to secure the payment and other obligations of the Company in respect of the issuance of the Debentures, for the benefit of the Debenture-Holder(s) The Company now proposes to execute a deed being these presents with a view to record the various terms and conditions and stipulations of the Debentures, terms and conditions of the appointment of the Debenture Trustee as well as the Company's obligation in respect of the Debentures incliding redemption of the Debentures and payment of all costs, charges, expenses and other monies in accordance with the terms of the issue of the Debentures and creation of security, and the Company has agreed to do so in the manner agreed by tite Debenture Trustee as hereinafter provided. One of the terms of the Issue is that the redemption of the principal amounts, payment of interest, the remuneration of the Debenture Trustee, and all costs, charges, expenses and other monies payable by the Company in respect of the Debentures will be inter alia secured by way of a first ranking exclusive charge over the Hypothecated Property (as more particularly defined hereinafter) and supported by the Guarantee (as more particularly defined hereinafter) from the Guarantors (as more particularly defined hereinafter). Accordingly, the Debenture Trustee has called upon the Company to execute a deed being these presents with a view to record the various terms, conditions and stipulations as well as the Company's and the Debenture Trustee’s obligations in respect of the Debentures including terms and conditions of the appointment of the Debenture Trustee, redemption of the Debentures, outstanding remuneration of the Debenture Trustee and all costs, charges, expenses and other monies payable in accordance with the terms of the issue of the Debentures and creation of security, and the Company has agreed to do so in the manner agreed by the Debenture Trustee, as hereinafter provided DEFINITIONS & INTERPRETATIONS, Page 2 of 66| 1.1 Definitions | ‘As used in this Agreement, the following terms shall have the respective meanings set forth | below: "Act" means Companies Act, 2013, and for any matters or affairs prior to the notification of the relevant portions of the Companies Act, 2013, the Companies Act, 1956 and shall include | any re-enactment, amendment or modification of the Companies Act, 2013, as in effect from fe to time; “Applicant” means a person who has submitted a completed Application Form to the Company; "Application Form" means the application form in the Debt Disclosure Document; “Application Money" means the subscription monies paid by the Applicant at the time of submitting the Application Form; "Assets" means, for any date of determination, the assets of the Company on such date as, the same would be determined in accordance with Indian GAA? at such dat "BSE" means BSE Limited; "Business Day" means any day, other than a public holiday under Section 25 of the Negotiable Instruments Act, 1881 at Mumbai or a Saturday or a Sunday, on which banks are open for general business in Mumbai; “Capital Adequacy Ratio" means the ratio as defined by the RBI from time to time; "CBO Issuers" means each of Arohan Financial Services Private Limited, Annapurna Microfinance Private Limited, Asirvad Microfinance Private Limited, Chaitanya Microfinance Private Limited, Disha Microfin Private Limited, Fusion Microfinance Private Limited, Satin Creditcare Network Limited and SV Credit Line Private Limited "€BO Debentures" cumulatively means, the debentures issued by the CBO Issuers and the Company under the Collateralized Bond Issuance, and includes the Debentures; "CITES" means the Convention on International Trade in Endangered Species or Wild Fauna and Flora, including the protected flora and faunse as demonstrated on the website www.cites.org; “Client Loan means each loan made by the Company as a lender including managed portfolio; "Collateralized Bond Issuance" means the issuance of rated, listed, taxable, senior, secured, redeemable, non-convertible debentures with an aggregate face value of Rs. 1,100,000,000 SSA. (Rupees One Hundred and Ten Crore) by the CBO Issuers and the Company, and guaranteed \ antors: “O\\ by the Guarantors; ) ‘) “Coifateralized Bond Issuance Documents" means the trust deed, the debt disclosure ‘// document, the deed of hypothecation, the letters issued by the Rating Agency and the Page 3 of 66 AttRegistrar and all other decumentsin relation to the Collateralized Bond Issuance other than the Transaction Documents; *¢ollection and Payout Account” = means_ an account bearing no. and account title IFMR Capital CBO IV'SO 2014 to be opened ‘3nd maintained by the Debenture Trustee with in accordance with terms of this Deed. constitutional Documents" means the memorandum of association and the articles of ‘assodiation of the Company; “Debentures” has the meaning specified in Clause 2.2(a) *Debenture Holders" means the persons who are, for the time being and from time to time, the holders of the Debentures and, whase names appeer in the Register of Beneficial ‘Owners, where such Debentures are held in dematerialised form and the Register of Debenture Holders, where such Debentures are held in physical form; “Debt Disclosure Document" means the information memorandum dated July 30, 2016 igsued by the Company for the issue of the Debentures on a private placement basis; “peed of Hypothecation" means the agreed form of an unattested deed of hypothecstion to he executed and delivered by the Company to the Debenture Trustee on or prior to the Deemed Date of Allotment; “Deemed Date of Allotment” has the meaning specified in Clause 2. jepository” means NSDL; pAR’ shall have the meaning given to it in Clause 2.20; “Due Date" means in respect of any installment, premature redemption, interest oF liquidated damages and all other monies payable under this Deed, the date on which such ‘amounts are due 2nd payable, and includes Redemption Dates and Interest Payment Dates; equity" means the total equity of the Company, including shareholder's equity, reserves, retained earnings of losses and current year accumulated Net Income or loss but excluding Tier 2 Capital; ‘Event of Default” has the meaning specified in Clause 4.3) “Events of Non Compliance” has the meaning specified in Clause 4.2; Exclusion List’ means any activity including (2) production or trade in any product or activity deemed illegal under host country laws or regulations or international conventions and agreements, or subject to intemational bans, such as pharmaceuticals pesticides herbicides, ozone depleting substances, PCBs, wildlife or products regulated under CITES, (b) production or trade in weapons and munitions, (c) production or trade in alcoholic beverages (excluding beer and wine), (d) production or trade in tobacco, (e) gambling, casinos and equivalent enterprises, (f) production or trade in radioactive materials (this does not apply to the purchase of medical equipment, quality control (measurement) yt. Lid, Page 40f 66equipment), (8) production or trade in unbonded asbestos fibers (this does not apply to purchase and use of bonded asbestos cement sheeting where the asbestos content is less than 20%), (h) drift net fishing in the marine environment using nets in excess of 2.5 km. in length, (i) production oF activities involving harmful or exploitative forms of forced labor, or harmful child labor, (j) production, trade, storage, or transport of significant volumes of hazardous chemicals, or commercial scale usage of hazardous chemicals (hazardous chemicals include gasoline, kerosene, and other petroleum products], (k) production or activities that impinge on the lands owned, or claimed under adjudication, by indigenous peoples, without full documented consent of such peoples, (I) which may result in funding or supporting any individual or organisation designated as: (i) terrorists or terrorist organizations by the United Nations, the European Union and any other applicable country; (ii) persons, groups or entities which are subject to United Nations, European Union and the US Office of Foreign Asset Control (OFAC) sanctions’; "Final Redemption Date" means January 28, 2017 being the date falling approximately 30 (Thirty) months from the Deemed Date of Allotment and as specified in Schedule tv. inancial Year" means each period of 12 (Twelve) months commencing on April 1 of any calendar year and ending on March 31 of the subsequent calendar year; “Governmental Authority” shall mean any government (central, state or otherwise) or any governmental agency, semi-governmental or judicial or quasi-judicial or administrative entity, department or authority, agency or authority including any stock exchange or any self-regulatory organization, established under any Law; "Guarantee" has the meaning given to it in Clause 2.24; "Guarantee Cap" shall mean the Initial Guarantee Cap or the Revised Guarantee Cap, as the context may require; "Guarantee Deed” means the deed of guarantee executed by the Guarantors in favour of the Debenture Trustee; "Guarantors" means: (i) Reliance Capital Limited, a company incorporated under the (Indian) Companies Act, 1956 and a non-banking financial company registered with the Reserve Bank of India having its registered office at 'H' Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710, India ("Guarantor 1"); and (ii) IFMR Capital Finance Private Limited, a company incorporated under the provisions of the Companies Act, 1956, having its registered office at 10" Floor, IIT-M Research Park, No. 1, Kanagam Village, Taramani, Chennai - 600 113 ("Guarantor 2") “Hypothecated Property" has the meaning given to it in Clause 2.8; "Indebtedness" means any obligation of the Company (whether incurred as principal, independent guarantor or as a surety) for the payment or repayment of borrowed money, whether present or future, actual or contingent; n GAAP" means the generally accepted accounting principles, standards and practices in India or any other prevailing accounting standard in India as may be applicable; “Initial Guarantee Cap" has the meaning given to it in Clause 2.24; For So Page 5 of 65“Initial Redemption Date" means August 28, 2014 and as specified in Schedule IV. “Interest Payment Date" means the payment dates as specified in Schedule Ill, unless such day is not a Business Day, in which case the payment date will be the next Business Day; “Interest Rate” means 12.88% (Eleven decimal point eight eight percent) per annum, net of applicable withholding and any other Taxes; "Issue" shall have the meaning given to it in Recital A; "IST" means Indian Standard Time. "Law" means any applicable law, code, ordinance, interpretation, guideline, directive, judgment, injunction, decree, treaty, regulation, rule or order of any court, tribunal or Governmental Authority, in force in India; means, for any date of determination, the liabilities of the Company on such date as the same would be determined in accordance with the Indian GaaP at such date; “Listing Period” has the meaning given to it in Clause 2.19(a); "Local Currency" means the lawful currency of Indi “Majority Debenture Holders" means such number of Debenture Holders collectively holding more than 75% (Seventy Five percent) of the value of the Outstanding Principal Amount of the Debentures; “Majority Resolution" means resolution approved by such number of Debenture Holders that represent more than 75% (Seventy Five percent) of the value of the Outstanding Principal Amount of the Debentures held by the Debenture Holders who are present and voting or if a poll is demanded, by such number of Debenture Holders that represent more than 75% (Seventy Five percent) of the value of the Outstanding Principal Amount of the Debentures held by the Debenture Holders who are present and voting in such poll; "Management Control” means (I) the right to appoint or remove the majority of directors on the board of directors of the Company or such other person who may be charged with or entitled to exercise central management and control of the Company or (ii) the power directly or indirectly to otherwise direct or cause the direction of the management and policies of the Company, whether through ownership of shares or by agreement or otherwise. “Material Adverse Effect’ means the effect or consequence of an event, circumstance, occurrence or condition which has caused, as of any date of determination, or could reasonably be expected to cause a material and adverse effect on (a) the financial condition, business or operation of the Company, or prospects of the Company; (b) the ability of the Company to perform its obligations under the Transaction Documents; or (c) the validity or enforceability of any of the Transaction Documents (including the ability of any party to enforce any of its remedies thereunder); "Monitoring Report" has the meaning specified in Clause 3.2 (c); ' Page 6 of 66“Net Income" shall mean, for any particular period and with respect to the Company, all revenue (including donations and grants) less all expenses (including taxes, if any for such period); "New Trustee” has the meaning given to it in Clause 5.12 (a); "Nominee Director” has the meaning given to it in Clause 5.9, "NSDL" means National Securities Depository Limited; "Obligors" means collectively the Company and the Guarantors and Obligor means each of them individually. “Outstanding Principal Amount" means, at any date, the Local Currency principal amount. outstanding under the Debentures; "PAR Ratio Over 30 Days" shall mean, the result obtained by dividing Portfolio at Risk greater than 30 days by Total Loans; "Payment Default" shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Non Compliance under Clause 4.1(b); “Person” shall mean any individual, partnership, joint venture, firm, corporation, association, limited liability company, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof, "Portfolio at Risk" shall mean the outstanding principal amount of all Client Loans that have one or more installments of principal, interest, penalty interest, fees or any other expected payments past due more than a certain number of days, including outstanding principal amount of restructured loans but excluding such Client Loans for which the Company has made full provisioning for losses; "Proceedings" has the meaning given to it in Clause 7(b)(i); "Purpose" shall have the meaning given to it in Recital A; “Rating Agency" means ICRA Limited or any other rating agency approved by SEB! for carrying out debt ratings in india; RBI means the Reserve Bank of India; Redemption Date" means a date on which Redemption Installments will be due and payable and more specifically listed in Schedule IV; "Register of Beneficial Owners" means the register of beneficial owners of the Debentures maintained in the records of the NSDL; “Register of Debenture Holders" means the register maintained by the Company at its registered office and containing the names of the Debenture Holders; Registrar" shall mean the registrar and transfer agent appointed for the issue of Debentures, being Sharepro Services (india) Private Limited; £ . Page 7 of 66V3}} (a) The recitals and schedules shall constitute an i ‘Reporting Date" has the meaning specified in Clause 3.2 (c); "Revised Guarantee Cap" has the meaning given to it in Clause 2.24; "ROC" means the jurisdictional Registrar of Companies; "SEBI" means the Securities and Exchange Board of India; "Secured Obligations" means all present and future obligations (whether actual or contingent and whether owed jointly or severally or in any capacity whatsoever) obligations of the Company to the Debenture Holders or the Debenture Trustee under this Deed; "Structurer” means IFMR Capital Finance Private Limited, a company incorporated under the provisions of the Companies Act, 1956, having its registered office at 10th Floor, IIT-M Research Park, No. 1, Kanagam Village, Taramani, Chennai - 600 113. “Tangible Net Worth” means, with respect to any person, the amount paid up on such person’s issued share capital and any amount standing to the credit of its reserves, less goodwill or other intangible assets "Tax" means any present or future tax, levy, duty, charge, fees, deductions, withholdings, turnover tax, transaction tax, stamp tax or other charge of a similar nature (including any penalty or interest payable on account of any failure to pay or delay in paying the same), now or hereafter imposed by Law by any Governmental Authority and as maybe applicable in relation to the payment obligations of the company under this Deed; "Tier 1 Capital” shall mean tier 1 capital for non-banking finance companies as defined by the extant RBI guidelines and norms; jer 2 Capital" shall mean tier 2 capital for non-banking finance companies as defined by the extant RBI guidelines and norms; “Total Assets” means, for any date of determination, the total Assets of a Person on such date; "Total Liabilities" means, for any date of determination, the total Liabilities of a Person on such date; "Total Loans" means the outstanding aggregate principal amount of all Client Loans and other credit facilities provided by the Company, including securitised assets and managed (non-owned) portfolio; "Total Net Worth" means the amount by which the Total Assets exceed the Total Liabilities Transat ion Documents" has the meaning given to itn Clause 2.4(g); and “Trust has the meaning given to it in Clause 2.4(b). Interpretations and Constructions \tegral and operative part of this Deed. For Sonata FYnange Pvt. Lid Page 8 of 6 Authorised Biynatory(b) {c) (d) (e) (f) (e) (h) (i) a) Unless the context otherwise requires reference to Clause and Schedule is to a clause and schedule of this Deed Headings to Clauses, parts and paragraphs of schedules are for convenience only and do not affect the interpretation of this Deed. Reference to any statute or statutory provision shall include: (all statutory instruments or orders including subordinate or delegated legislation (whether by way of rules, notifications, bye-laws and guidelines) made from time to time under that provision (whether or not amended, modified, re-enacted or consolidated); such provision as from time to time amended, modified, re-enacted or consolidated to the extent such amendment, modification, re-enactment or consolidation applies or is capable of applying to any transactions entered into under this Deed and (to the extent liability thereunder may exist or can arise) shall include any past statutory provision (as from time to time amended, modified, re- enacted or consolidated) which the provision referred to has directly or indirectly replaced. Reference to any document includes an amendment or supplement to, or replacement or novation of, that document, but disregarding any amendment, supplement, replacement or novation made in breach of this Deed. Reference to an "amendment" includes @ supplement, modification, novation, replacement or re-enactment and "amended" is to be construed accordingly ‘Words denoting the singular shall include the plural and vice versa. Words denoting any gender include all genders. References to the word “include” or "including" shall be construed without limitation References to 2 "person" or "Person"(or to a word importing a person) shall be construed so as to include: () individual, sole proprietorship, firm, partnership, limited liability partnership, trust, joint venture, company, corporation, body corporate, unincorporated body, association, organisation, any governmental agency or other entity or organisation (whether or not in each case having separate legal personality); (i) that person's successors in title, executors, and permitted transferees and permitted assignees; and For Sonata Finanog Pvt, Le Authorised Signatory Page 9 of 6613 (kK) (0 (m) (n) (0) (p) (a) (iii) references to a person's representatives shall be to its officers, employees, legal or other professional advisers, sub-contractors, agents, attorneys and other duly authorised representatives. Words “hereof”, "herein", "hereto", "hereunder” and words of similar import when used with reference to a specific Clause in this Deed shall refer to such Clause in this Deed and when used otherwise than in connection with specific Clauses shall refer to this Deed as a whole, In the computation of periods of time from a specified date to a later specified date, the words "from" and "commencing on" mean "from and including" and “commencing on and including", respectively, and the words "to", "until" and “ending on" each mean "to but not including”, "until but not including" and ending on but not including" respectively Unless otherwise specified, whenever any payment to be made or action to be taken Under this Deed, is required to be made or taken on a day other than a Business Day, such payment shall be made or action be taken on the immediately following Business Day, Words or phrases used herein and not defined shall have the same meaning as assigned to such words or phrases in the Debt Disclosure Document. Where a wider construction is possible, the words "other" and "otherwise" shall not be construed ejusdem generis with any foregoing words. All references in this Deed or other Transaction Documents to the Debenture Trustee taking any actions, exercising eny powers or rights, executing any documents or instrument or providing any confirmations shall be interpreted at all times as acting on the prior written instructions of the Debenture Holder. All references in this Deed and/or other Transaction Documents to the determination or discretion or opinion to be exercised, in relation to the happening or non-happening of any event or exercise of any rights, would mean, at the determination or discretion or opinion of the Debenture Holders (in accordance with Majority Resolution) or of the Debenture Trustee (in accordance with the structions of the Majority Debenture Holders and such determination shall be binding upon the Company. Conflicts (a) The provisions contained in this Deed shall be read in conjunction with the provisions contained in the Transaction Documents, the Collateralized Bond Issuance Documents and any other agreement, entered into between the Company, and the Debenture Holders/ Debenture Trustee. The terms and conditions of the issue of Debentures pursuant to the Debt Disclosure Document and any other agreement, entered into between the Company and the Debenture Holders/ Debenture Trustee, shall be binding on the Company and the Debenture Holders/ Debenture Trustee, as the case may be and all persons claiming by, through or under Page 10 of 56(b) any of them until execution of this Deed. The Debenture Trustee shall be entitled to enforce the obligations of the Company contained in the Debt Disclosure Document. It is specifically agreed between the Debenture Trustee and the Company that in case of any repugnancy, inconsistency or where there is a conflict between the terms in the Debt Disclosure Document, and the provisions contained in this Deed and any other agreement, entered into between the Company and the Debenture Holders, the provisions contained in this Deed shall prevail AMOUNT AND TERMS OF DEBENTURES These terms shall be binding on the Company, the Debenture Trustee, the Debenture Holders and all persons claiming by, through or under any of them and the Debenture Trustee shall be entitled to enforce the obligations of the Company under or pursuant to these terms. Amount of Debentures and Purpose (a) (b) () For the purpose of meeting its funding requirements and for diversifying the funding sources of the Company, at the request of the Company, the entities whose names ate set out in Schedule | hereto have agreed to subscribe to the Company's rated, listed, taxable, senior, secured, redeemable non-convertible debentures of the face value of Rs, 1,000,000 (Rupees Ten takhs) each aggregating to Rs. 150,000,000 (Rupees Fifteen Crore Only) ("Debentures"). The issue of the Debentures is by way of private placement. The Debentures are a secured and fully paid up debt capital instrument. Each of the Debentures constitute direct, unconditional, and secured obligations of the Company without any preference inter se whatsoever on account of date of issue or allotment or otherwise. The Debentures are secured pursuant to the security created by the Company under the Deed of Hypothecation which is an exclusive and first ranking security created solely for the benefit of the Debenture Holders. ‘The funds raised by the Issue shall be utilized by the Company solely towards the Purpose, The Company shall not use the proceeds of the Issue towards: (i) any capital market instrument such as equity and equity linked instruments, any real estate business or any other capital market related activities; or (ii) any speculative purposes. The Company shall submit to the Debenture Trustee a certificate duly certified by a chartered accountant certifying that the proceeds of the Debentures have been used for the Purpose, within a period of 4 weeks from the Deemed Date of Allotment. Face Value and Title The face value of each Debenture is Rs. 1,000,000 (Rupees Ten Lakh Only). The issue price of each Debenture is Rs. 1,000,000 (Rupees Ten Lakh Only}.23 2.38 2.4 Allotment of Debentures The Debentures will be deemed to be allotted to the Debenture Holders on July 31, 2014 ("Deemed date of Allotment). All benefits relating to the Debentures will be available to the Debenture Holders from the Deemed Date of Allotment. In the event the Company fails to allot the Debentures to the Applicants within 60 (sixty) days from the date of receipt of the Application Money ("Allotment Period"), it shall repay the Application Money to the Applicants within 45 (fifteen) days from the expiry of the Allotment Period ("Repayment Period"). In the event the Company fails to repay the Application Money within the Repayment Period, then Company shall be liable to repay the Application Money along with interest at the rate of 11.88% (Eleven decimal point eight eight percent) per annum from the expiry of the Allotment Period. Notwithstanding the above, no interest shall not be payable if the Company is paying interest under the provisions of Clause 2.5 hereof. Application Money The Application Money received by the Company shall be kept in a separate bank account maintained by the Company with a scheduled bank and shall not be utilised for any purpose other than: (a) for adjustment against allotment of Debentures; or (o) for repayment of Application Money in case the Company is unable to allot the Debentures. ‘Trustee for the Debenture Holders (a) Pursuant to the debenture trustee agreement dated July 30, 2014 entered into between the Company and the Debenture Trustee, the Debenture Trustee has agreed to act as the trustee for the benefit of the Debenture Holders in respect of, the Debentures. The Debenture Trustee is authorized to: (i) to execute and deliver this Deed, all other Transaction Documents and all other documents, agreements, instruments and certificates contemplated by this Deed or other Transaction Documents, which are to be executed and delivered by the Debenture Trustee; (ii) to take whatever action as shall be required to be taken by the Debenture Trustee by the terms and provisions of the Transaction Documents, and subject to the terms and provisions of this Deed or any other Transaction Documents, to exercise its rights and perform its duties and obligations under each of the documents, agreements, instruments and certificates referred to in Sub-clause(a) above in such documents, agreements, instruments and certificates; and (ii) subject to the terms and provisions of this Deed and the other Transaction Documents, to take such other action in connection with the foregoing as the Debenture Holders may from time to time direct. Poge 12 of 66{b) (c) (d) {e) (fl (8) Interest The Company hereby settles in trust with the Debenture Trustee the sum of Rs. 1,000 (Rupees One Thousand). The Debenture Trustee has accepted the above amount of Rs. 1,000 (Rupees One Thousand) in trust declared and, subject to the terms and conditions in this Deed, agreed to act as trustee for the benefit of the Debenture Holders in relation to all amounts and properties received by it in respect of the Debenture Holders (the trust declared hereinafter referred to as the “Trust"). The Debenture Trustee shall act as the trustee for the benefit of the holder(s) of, the Debentures and their successors, transferees and subject to the terms and provisions of this Deed and other Transaction Documents. The Debenture Trustee declares that it shall not revoke the Trusts hereby declared until all the Secured Obligations are irrevocably discharged and paid in full by the Company to the Debenture Holders and the Debenture Trustee under the Transaction Documents. The Debenture Trustee shall with effect from the execution of the Deed of Hypothecation hold the Hypothecated Property in trust for the benefit of the Debenture Holders, for the due repayment of the principal amount of the Debentures and payment of interest and other moneys payable in respect of the Debentures, without any preference to or priority of any one over the other or others, The Debenture Trustee shall hold upon trust the monies which shall arise or may be obtained by the enforcement of the Hypothecated Property on receipt by the Debenture Trustee of the proceeds thereof after satisfaction of the claims of any other persons if the said security interest relating to the Hypothecated Property have become enforceable and shall in the first instance pay and reimburse to themselves and/or retain and discharge all the costs, charges and expenses incurred in or about the enforcement, sale, collection or conversion or exercise of the powers and trust of the Debenture Trustee and shall apply the residue of the said moneys in payment of interest on, and redemption of the Debentures. ‘The Debenture Holders shall, by signing the Application Form and without any further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of their agents or authorized officials to do inter-alia all acts, deeds and things necessary in respect of the Debentures being offered in terms of the Debt Disclosure Document. The terms and conditions set out in the Debt Disclosure Document and this Deed shall be binding on the Company and any permitted assignees or successors in Law. This Deed, the Guarantee Deed, the Debt Disclosure Document, the Deed of Hypothecation, the letters issued by the Rating Agency and the Registrar and all other documents in relation to the issuance of the Debentures shall be collectively referred to as the "Transaction Documents” Interest on Application Money For Sonata PipaneerPvt, Ltd Authors Synaiory Poke 33 of 66Interest at the Interest Rate will be paid on Application Money to the Applicants from the date of realization of the cheques/drafts, receipt of funds by way of RTGS/NEFT/direct credit, up to one day prior to the Deemed Date of Allotment for all valid applications, on the first Interest Payment Date. Where the entire subscription amount has been refunded, the interest on application money will be paid along with the refund orders. Where an applicant is allotted a lesser number of Debentures than applied for, the excess amount paid on application will be refunded to the applicant and the cheque towards interest on the refunded money will be dispatched by registered post, courier or by way of RTGS/NEFT/direct credit. Details of allotment will be sent to every successful applicant. In all cases, the interest instruments will be sent, at the sole risk of the applicant / first applicant. (b) Interest on Debentures Interest on the Outstanding Principal Amount shall accrue at the Interest Rate daily from the Deemed Date of Allotment until the Debentures are repaid in full. Interest, amounts whereof have been specified in Schedule Il, shall be payable monthly in arrears on each Interest Payment Date as specified in Schedule I (c) Tax Gross Up If the Company is required by Law to deduct or withhold any Taxes from or in respect of any sum payable hereunder, the Company (i) shall increase the sum payable to the extent necessary so that after making all required deductions (including deductions applicable to additional sums payable under this sub- Clause), the Debenture Holders receive an amount equal to the sum they would have received, as per Schedule Ill, had no such deductions been made, and (i) shall make such deductions and shall pay the full amount deducted or withheld to the relevant tax authority or other authority in accordance with the Law in a timely manner. 2.6 Default Interest if, at any time, an Event of Non Compliance or an Event of Default occurs, the Company agrees to pay an additional interest rate of 2% (Two per cent) per annum above the applicable Interest Rate on the Outstanding Principal Amount from the date of the occurrence of the Event of Non Compliance or Event of Default until the earlier of: (a) such Event of Non Compliance or Event of Default being cured, or (b) the entire Outstanding Principal Amount being repaid. 2.7 Computation of Interest and Other Charges Interest and all other charges shall accrue based on actual/actual basis 2.8 Security SAX. The Debentures shall be secured by way of a first ranking exclusive and continuing charge to \be created pursuant to the Deed of Hypothecation to be executed by the Company and 5 pelivered tothe Debenture Trustee over the identified assets ofthe Company as described _/- Jim detain the Deed of Hypothecation ("Hypothecated Property"), which shall be equal to For Sonata(finane Lid. So — bogs 14ot 629 2.10 211 212 the value of the Outstanding Principal Amount multiplied by 1.1 (One decimal point One). The details of the Hypothecated Property are provided in Schedule VII. Redemption (a) The Debentures shall be redeemed by the Company on each Redemption Date on 2 pari passu basis in 15 equal bi-monthly installments ("Redemption Installment}, commencing from the Initial Redemption Date and shall be fully redeemed by the Final Redemption Date. {b) Each Redemption Installment shall be in accordance with the repayment schedule provided in Schedule Iv. (c}__ The Company shall utilise the cash flows from the Hypothecated Property for the payment of Interest and Redemption Installment on the Debentures, to the extent of the repayment obligation of the Company pursuant to the Debentures. Premature Redemption (a) On any interest Payment Date, the Company, subject to prior written consent of the Debenture Trustee, may redeem the Debentures pro rata, in full or in part, before the Due Dates, by paying a premature redemption premium of 2% (Two percent) on the Outstanding Principal Amount of the Debentures, (b) Any notice of premature redemption given by the Company under this Clause 2.10 wi be irrevocable, and unless a contrary indication appears in this Deed, will specify the date or dates upon which the relevant premature redemption is to be made and the amount of that premature redemption. (c)__ The Company will not redeem all or any part of the Debentures except at the times and in the manner expressly provided for in this Deed Due Date of Payment If the due date in respect of any installment, premature redemption, interest or liquidated damages and all other monies payable under this Deed falls on a day which is not a Business Day, then the immediately succeeding Business Day shall be the due date for such payment. Further, if the maturity date in respect of any Redemption Installment or premature redemption amount falls on a day which is not a Business Day, then the immediately preceding Business Day shall be the due date for such payment. Application of Payments The Debenture Trustee will open the Collection and Payout Account, which account shall be operated and maintained by the Debenture Trustee. The Company shall deposit all the amounts payable by it in respect of the Debentures and pursuant to the Transaction Documents into the Collection and Payout Account, Unless otherwise agreed to by the ;)) Debenture Holders, the proceeds realised and deposited in the Collection and Payout |) Account shall be applied towards such dues in the following order: } Page 15 0f 66(2) firstly towards costs, charges and expenses incurred by the Debenture Trustee in accordance with the terms of this Deed; (b) secondly, towards further interest and liquidated damages; (c) thirdly, towards interest; (4) fourthly, towards redemption of the Debentures due and payable under this Deed; and (e) lastly, towards payment to the Guarantors, to the extent of utilization of the Guarantee. Such amounts shall be utilized to replenish the Guarantee up to the Guarantee Cap 2.13. Restriction of Preferential Payments ‘The Debentures shall rank pari passu, inter se, and the Company shall pay and discharge all its liabilities to the Debenture Holders under this Deed without preference or priority of one over the other. The Company shall discharge its liabilities to the Debenture Holders in priority to its liabilities to the Guarantors. 2.14 Place and Mode of Payment by the Company All interest monies, principal repayments and penal interest, if any, payable by the Company to the Debenture Holders shall be paid to the Debenture Holders in Local Currency by electronic mode of transfer like RTGS/NEFT/direct credit, at the sole risk of the Debenture Holders and to such bank account within India as the Debenture Holders intimate the Company in writing and available with the Registrar. Credit for all payments will be given ‘only on realisation 2.15 Transfer of Debentures ‘Transfer and transmission of the Debentures shall be subject to the Depositories Act, 1996, the rules made thereunder, the byelaws and regulations of the Depositary as amended from, time to time, 2.16 Debentures free from Equity The Debenture Holders will be entitled to their Debentures (ree from equities or cross claims by the Company against the original or any intermediate holders thereof. 2.47 Debenture Holders not entitled to sharehokders' rights The Debenture Holders will not be entitled to any of the rights and privileges available to the shareholders including right to receive notices of or to attend and vote at general meetings of the Company, other than those available to them under relevant statutes. » é -\ If, however, any resolution affecting the rights attached to the Debentures is placed before *) the shareholders, such resolution will frst be placed before the Debenture Holders for their ))) consideration. ance Put. Ltd Sonata f Authoriea Senatory Page 16 of 662.18 2.19 2.20 Issuance of Debentures The Debentures shall be in a dematerialized form but are fungible and are represented by the statement issued through the electronic mode. The Company has made depository arrangements with the Depository for the issue of the Debentures in a dematerialized form pursuant to the tripartite agreements between the Company, Depository and the Registrar. The Debenture Holders will hold the Debentures only in dematerialized form and deal with the Debentures in accordance with the provisions of the Depositories Act, 1996 and/or rules as notified by the Depository from time to time. Listing of Debentures (2) Within 15 (Fifteen) Business Days of the date of allotment, the Company shall submit all duly completed documents to the BSE, SEBI, -clevant ROC or any other Governmental Authority, as is required under Law and obtain the listing of the Debentures within 30 (Thirty) calendar days from the date of allotment ("Listing Period’). In the event that the Debentures are not listed within the Listing Period for any reason whatsoever, then the Company undertakes to immediately redeem and/or buyback the Debentures immediately upon the expiry of the Listing Period from such Debenture Holders who are foreign portfolio investors, foreign institutional investors or sub-accounts of foreign institutional investors, or qualified foreign investors, and are not permitted to hold to-be listed debt securities if listing is not done within 15 (Fifteen) days. (b) tis clarified that if the Company fails to redeem or buyback the Debentures then it will be a breach of its obligations and a Debenture Holder, at its option, may sell the Debentures to a third party as per Law and the Company shall indemnify such Debenture Holder for any loss, damage, costs, charges, expenses and liability that the Debenture Holder may incur in relation to such sale to a third party and also co- operate in such sale by taking all necessary corporate actions and other actions required by Law. (c)__ The Company shall obtain and ensure that the Debentures continue to be listed on the wholesale debt market segment of the BSE (a) The Company shall ensure that the Debentures at all times are rated in accordance with the provisions of the Transaction Documents and the Company will ensure that the rating of the Debentures is not withdrawn for any reason. Debenture Redemption Reserve ‘The Company hereby agrees and undertakes that, if required to do so as per statutory provisions, it would create a debenture redemption reserve ("DRR") as per the provisions of the Act, the Companies (Share Capital and Debentures) Rules, 2014 and the guidelines issued by the SEBI, and if during the currency of this Deed, any guidelines are formulated (or modified or revised) by the Central Government or any Governmental Authority or corporation having authority under Law in respect of creation of DRR, the Company shall abide by such guidelines and execute all such supplemental letters, agreements and deeds of modifications as may be required by the Debenture Trustee. Where applicable, the For Sonais(Ninang Page 17 of 662.21 2.22 2.23 2.24 Company shall submit to the Debenture Trustee a certificate duly certified by a chartered accountant certifying that the Company has transterred a suitable sum to DRR at the end of each Financial Year. Enforcement The Debenture Trustee shall be entitled to enforce the obligations of the Company under or pursuant to the Deed of Hypothecation as if the same were set out and contained in this Deed. The Hypothecated Property shall be and remain as security to the Debenture Trustee and shalt be held in trust for the benefit of the Debenture Holders for the due repayment of all amounts under the Debentures including the interest, redemption price, default interest, remuneration of the Debenture Trustee, all agreed fees, costs, charges, expenses and al other monies payable under the Debentures. Fees and Costs The Company shall bear the costs and expenses incurred in connection with the transactions contemplated hereby including stamp duty on this Deed, all wire fees and applicable charges, and the legal advisors’ fees and expenses, and expenses incurred in the preparation for or of the Transaction Documents. Variation in Debenture Holders’ Rights The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with 100% (One Hundred percent) of Debenture Holders approving such modification by way of an unanimous resolution; provided that nothing in such consent of resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions governing the Debentures and the same are not acceptable to the Company. Guarantee The due discharge by the Company of the Debentures shall also be guaranteed by the Guarantors under the Guarantee given in favour of the Trustee for the benefit of the Debenture Holders ("Guarantee"). The Guarantee shall be an unconditional, irrevocable, payable on demand guarantee, favoring the Debenture Trustee to the extent of INR 302,500,000 (Rupees Thirty Crore Twenty Five Lakh only), ie., 27.50% of the initial aggregate outstanding principal of the CBO Debentures ("Initial Guarantee Cap"). Provided further that, when due to the redemption of the CBO Pebentures by the Company and the CBO Issuers the aggregate outstanding principal of the CBO Debentures is less than the Initial Guarantee Cap, then the guarantee obligation of the Guarantors shall stand reduced to the extent of the aggregate outstanding principal of the CBO Debentures ("Revised Guarantee Cap"). The Guarantee shall be enforceable, in tranches, as and when required, and upon enforcement, the Guarantee Cap shall be reduced by the amount so enforced. Provided that, after the enforcement of the Guarantee, if the Company reimburses the Guarantors subject to the priority of payments as stipulated in Clause 2.12, (excluding any Guarantee fee/interest), then the Guarantee will be replenished by the amount so paid by the Company subject to the Guarantee Cap. All amounts reimbursed by the Company to the Guarantors must be routed via the Collection and Payout Account. f ' (or page 622 Conditions Precedent The Applicants shali not be required to subscribe to the Debentures until the conditions precedents stipulated below are complied with: (a) {b) {c) (a) (e) 7) the due execution and delivery of the Transaction Documents and Collateralized Bond Issuance Documents by all the parties thereto including the C80 Issuers, in form and substance satisfactory to the Debenture Trustee; receipt of certificate from the Company, the CBO Issuers and the Guarantors confirming that borrowing or guaranteeing the total commitments pursuant to the Transaction Documents and the Collateralized Bond Issuance Documents would not cause any borrowing, guaranteeing or similar fimit binding on the Issuer to be exceeded; receipt of the latest audited financial statements relat Issuers, and the Guarantors; ig to the Company, the CBO receipt of the KY documents relating to the Company, the CBO Issuers, and the Guarantors; receipt of a copy of the resolution of the shareholders of the Company under section 42, 180(1)(a) and 180(1\(c} (as applicable) and that of the board of directors of the Company: (specifically stating the purpose of issuance of the Debentures; (i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute the Transaction Documents to which it is @ party in accordance with the provisions of the Act; (iii) authorising @ specified person or persons to execute the Transaction Documents to which it isa party on its behalf; and (iv) authorising a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Transaction Documents to which it is a party. receipt of a copy of the resolution of the board of directors of each Guarantor (i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute the Transaction Documents to which it is a party in accordance with the provisions of the Act; (ii) authorising @ specified person or persons to execute the Transaction Documents to which it is a party on its behalf; and (ii) authorising a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Transaction Documents to which it is a party. F wh eh Page 29 of 662.26 (e) (by (o OH] (ky “ {m) receipt of all governmental and/or regulatory approvals and other third party consents, including no objection certificates (if any) from existing lenders, necessary in connection with the transaction contemplated pursuant to the Transaction Documents and the Collateralized Bond Issuance Documents; all representations and warranties of the Company and the CBO Issuers under the Transaction Documents and the Collateralized Bond Issuance Documents, respectively, are true on and as of the date of the subscription of the Debentures by ‘the Applicants; no Event of Non Compliance or potential Event of Non Compliance has occurred and is continuing, or would result from the subscription of the Debentures by the Applicants; no Event of Default or potential Event of Default has occurred and is continuing, or Would result from subscription of the Debentures by the Applicants; no law or regulation shall be applicable in the judgment of the Applicants (as supported by satisfactory legal opinions) that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated pursuant to the Transaction Documents and the Collateralized Bond Issuance Documents; evidence of payment of all fees, costs and expenses then due from the Company and ‘the CBO Issuers under the Transaction Documents and the Collateralized Bond Issuance Documents and incurred for the purpose of preparation of the Transaction Documents and the Collateralized Bond Issuance Documents; and ‘the absence of any Material Adverse Effect in the business, condition (financial or otherwise), operations, performance or prospects of the Company and the absence of any pending or threatened litigation, investigation or proceedings that may have a Material Adverse Effect on the business condition (financial or otherwise), operations, performance or prospects of the Issuer or that purports to affect the Debentures. Payment Mechanism (a) (b) The Company shall, 3 (Three) Business Bay prior to a Due Date provide to the Debenture Trustee by 12 noon IST evidence of: (i) availability of funds; and irrevocable transfer instructions to the Company's bankers for the payment of interest and Redemption Installment due on the Debentures, along with all other obligations (if any) under the Transaction Documents. The Company shall make the payments of the amounts due and payable under the Transaction Documents to the Collection and Payout Account by 4 pm IST 2 (Two) Business Days prior the relevant Due Date(s) In the event the Company falls to comply with the provisions of sub-clauses (a) and (b) above, the Debenture Trustee shall be entitled to invoke the Guarantee on the next Business Day (i., 1 (One) Business Days prior to the Due Date). The Debenture For Sonayfinange Py. Ltd. Page 20 of 66 Authored Biguato:Ba ( (d) Trustee shall provide notice of 1 (One) Business Day to the Guarantors to make payment of the amounts due under the Transaction Documents. Subject to the Guarantee Cap, the Guarantors shall, upon receipt of a notice from the Debenture Trustee under sub-clause (c) above, forthwith make payment of the amounts due under the Transaction Documents to the Collection and Payout ‘Account on the Due Date. The Debenture Trustee shall utilize the funds in the Collection and Payout Account to pay the Debenture Holders on the Due Date. REPRESENTATIONS, WARRANTIES, AND COVENANTS: Utilization of proceeds of the Debentures The Company shall utilise the moneys received towards subscription of the Debentures for the Purpose. Representations and Warranties ‘The Company makes the representations and warranties set out in this Clause 3.2 to the Debenture Trustee for the benefit of the Debenture Holders on the date of this Deed and during the term of the Debentures. (2) (b) ) Status ()__Itis a company, duly incorporated, registered and validly existing under the Laws of India (ii) It has the power to own its Assets and carry on its business as it is being conducted. Binding obligations The obligations expressed to be assumed by it under the Transaction Documents are legal, valid, binding and enforceable obligations. ‘Non-conflict with other obligations ‘The entry into and performance by it of, and the transactions contemplated by the Transaction Documents do not and will not conflict with: ()) any Law or regatation applicable to it; (ii) its Constitutional Documents; or (iii) any agreement or instrument binding upon it or any of its Assets Power and authority For Sonata Ajnance Page 21 of 65fe) ( (e) Save and except for the shareholders resolution to be passed by the shareholders of the Company pursuant to Sections 180 and Section 42 of the Act authorizing the Issuer to inter alia undertake the Issue of the Debentures, the Company has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Transaction Documents to which it is a party and the transactions contemplated by those Transaction Documents Validity and adnssibility in evidence Save and except for the shareholders resolution to be passed by the shareholders of the Company pursuant to Sections 180 and Section 42 of the Act authorizing the Company to inter alia undertake the Issue of the Debentures, all approvals, authorizations, consents, permits (third party, statutory or otherwise) required or desirable: (i) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it isa party; (ii) to make the Transaction Documents to which it is a party admissible in evidence in its jurisdiction of incorporation; and (il) foritto carry on its business, and which are material, have been obtained or effected and are in full force and effect No default No Event of Default has occurred and is continuing or would reasonably be expected to result from the execution or performance of any Transaction Documents or the issuance of the Debentures. No other event or circumstance is outstanding which constitutes (or which would, with the lapse of time, the giving of notice, the making of any determination under the relevant document or any combination of the foregoing, constitute) a default or termination event (however described) under any other agreement or instrument which is binding on the Company ot any of its Assets or which might have a Material Adverse Effect. Ranking Each Debenture will constitute direct and senior obligations of the Company. The claims of the Debenture Hokiers shall be superior to all the claims of investors/ lenders of Tier 1 Capita! and Tier 2 Capital and shall rank pari passu to all senior, unsecured indebtedness of the Company. No proceedings pending To the best of Company's knowledge (after making due and careful enquiry} and except as disclosed by the Company in its Debt Disclosure Document, annual reports and financial statements, no litigation, arbitration or administrative proceedings of ti wt(i) Co) “ or before any court, arbitral body or agency which have been started against the Company, which if adversely determined, may have a Material Adverse Effect. ‘No misleading information All information provided by the Company to the Debenture Trustee/Debenture Holders for the purposes of this Issue is true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated, and no material facts have been omitted. Compliance (i) The Company has complied with the Law and there has not been and there is no investigation or enquiry by, or order, decree, decision or judgment of any Governmental Authority been issued or outstanding or to the best of the Company's knowledge (after making due and careful enquiry), anticipated against the Company which would have a Material Adverse Effect on the Company, nor has any notice or other communication (official or otherwise) from any Governmental Authority been issued or outstanding or to the best of the Company's knowledge (after making due and careful enquiry), anticipated with respect to an alleged, actual or potential violation and/or failure to comply with any such applicable Laws or requiring them to take or omit any action (ii) The Company has completed all necessary formalities including all filings with the relevant regulatory authorities, including but not limited to SEBI, BSE and the relevant ROC and has obtained all consents 2nd approvals required for the completion of the Issue. Assets Except for the security interests and encumbrances created and recorded with the relevant ROC updated from time to time, the Company has, free from any security interest or encumbrance, the absolute legal and beneficial title to, or valid leases or licenses of, or is otherwise entitled to use (in each case, where relevant, on arm's length terms), all material Assets necessary for the conduct of its business as it is being, and is proposed to be, conducted. Financial statements (i) Its financial statements most recently supplied to the Debenture Trustee were prepared in accordance with Indian GAAP consistently applied save to the extent expressly disclosed in such financial statements (ii) Its financial statements most recently as of March 31, 2014, supplied to the Debenture Trustee, give a true and fair view and represent its financial condition and operations during the relevant Financial Year save to the extent expressly disclosed in such financial statements. Solvency Page 23 of 6633 3.4 (ii) (ii) tiv) The Company is able to, and has not admitted its inability to, pay its debts as they mature and has not suspended making payment on any of its debts and it will not be deemed by a court to be unable to pay its debts within the meaning of the applicable Laws, nor in any such case, will it become so as a consequence of entering into this Deed The Company, by reason of actual or anticipated financial difficulties, has not commenced, and does not intend to commence, negotiations with one or more of its creditors with a view to rescheduling its Indebtedness. The value of the Assets of the Company is more than its respective liabilities (taking into account contingent and prospective liabilities) and it_has sufficient capital to carry on its business. The Company has not taken any corporate action nor has it taken any legal proceedings or other procedure or steps in relation to any bankruptcy proceedings. Financial Covenants The Company shall at all times until the redemption of all outstanding Debentures ensure that: (a) the PAR Ratio Over 30 Days shall not exceed 3% (Three percent); (b) the PAR Ratio Over 30 Days shall not exceed 20% (Twenty percent) of the Total Net Worth of the Company; (c) the Capital Adequacy Ratio is at least 15% (Fifteen percent) or the minimum amount as required by the RBI, whichever higher; and 4) The ratio of aggregate Indebtedness of the Company to the Tangible Net Worth of the Company shail not exceed 6 (Six) times over the current Issue. Reporting Covenants The Company shall provide or cause to be provided to the Debenture Trustee (and to the Debenture Holders if so requested}, in form and substance reasonably satisfactory to the Debenture Trustee, each of the following items: (a) As soon as available, and in any event within 90 (Ninety) calendar days after the end of each Financial Year of the Company: “a certified copies of its audited consolidated and non-consolidated (if any) financial statements for its most recently completed fiscal year, prepared in accordance with Indian GAAP including its balance sheet, income statement and statement of cash flow. All such information shall be complete and correct in all material respects and fairly represent the financial condition, results of operation and changes in cash flow and a list comprising all For S i Page 24 of 66(b) (d) (e) (f) (g) material financial liabilities of the Company whether absolute or contingent as of the date thereof; (ii) such additional information or documents as the Debenture Trustee may reasonably request; {As soon as available, and in any event within 30 (Thirty) calendar days after the end of each fiscal quarter of the Company cettified copies of its un-audited consolidated ‘and non-consolidated {if any) financial statements for its most recently completed Financial Year, prepared in accordance with Indian GAAP including its balance sheet, income statement and statement of cash flow. All such information shall be complete and correct in all material respects and fairly represents the financial condition, results of operation and changes in cash flow and a list comprising all material financial liabilities of the Company whether absolute or contingent as of the date thereof As soon as practicable, and in any event within 3 (Three) Business Days after a Due Date ("Reporting Date") submit to the Trustee (in the format provided In Schedule Vi) monitoring reports ("Monitoring Reports") in respect of the Hypothecated Property. Such Monitoring Reports shall be in relation to the period commencing from the previous Reporting Date and ending 1 {One} Business Day prior to the relevant Reporting Date provided that the period for the first Reporting Date shall ‘commence from the Deemed Date of Allotment. ‘As soon as practicable, and in any event within (Five) Business Days after the Company obtains or reasonably should have obtained actual knowledge thereof, notice of the occurrence of any event or circumstance that could reasonably be expected to result in a Material Adverse Effect. As soon as practicable, and in any event within 5 (five) Business Days after the Company obtains or reasonably should have obtained actual knowledge thereof, notice of any dispute, litigation, investigation or other proceeding affecting the Company or its property or operations, which, if adversely determined, could result in a Material Adverse Effect. As soon as practicable, and in any event within S (Five) Business Days after the Company obtains or reasonably should have obtained actual knowledge thereot obtains or reasonably , notice of the occurrence of any Event of Default or potential event of default. ‘As soon as practicable, and in any event within 5 Five) Business Days after such prepayment, notice of any Indebtedness of the Company declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, As soon as practicable, and in any event within 5 (Five) Business Days after such default, notice of any default in the observance or performance of any agreement or condition relating to any Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause or to permit inagee Pvt. Lid Page 25 of 66 ignatory Author35, “a o the holder or holders of such Indebtedness to cause (determined without regard to whether any notice is required) any such indebtedness to become due prior to its stated maturity. As soon as practicable and in any event within 36 (Thirty) calendar days from the end of each fiscal quarter, deliver to the Debenture Trustee such figures and results necessary for the Debenture Trustee or the Debenture Holders to determine the fulfillment of the financial covenants specified in Clause 3.3 above, {As soon as practicable and in any event within 30 (Thirty) calendar days of receipt of a request, such additional documents or information as the Debenture Trustee or the Debenture Holders, may reasonably request from time to time. Affirmative Covenants ‘The Company: (a) (b) {c) (d) Notice of winding up or other legal process shall promptly inform the Debenture Trustee if it has notice of any application for winding up having been made or any statutory notice of winding up under the provisions of the Act, or any other notice under any other statute relating to winding up or atherwise of any suit or other legal process intended to be filed or initiated against the Company; Loss or damage by uncovered risks shall promptly inform the Debenture Trustee of any material loss or significant damage which the Company may suffer due to any force majeure circumstances or act of God, such as earthquake, food, tempest or typhoon, etc. against which the Company may not have insured its properties; Costs and expenses shati pay all costs, charges and expenses in any way incurred by the Debenture Trustee towards protection of Debenture Holders’ interests, including traveling and other allowances and such Taxes, duties, costs, charges and expenses in connection with or relating to the Debentures subject to such expenses, costs or charges being approved in writing by the Company before they are incurred and shall not include any foreign travel costs; Payment of Rents, etc. shall punctually pay all rents, royalties, Taxes, rates, levies, cesses, assessments, impositions and outgoings, governmental, municipal or otherwise imposed upon or payabie by the Company as and when the same shall become payable and when required by the Debenture Trustee produce the receipts of such payment and also punetually pay and discharge all debts and obligations and liabilities which may have priority over the Debentures and observe, perform and comply with all covenants Page 26 of 66 uth ineHory( (e) and obligations which ought to be observed and performed by the Company under this Deed; Preserve corporate status shall diligently preserve and maintain its corporate existence aad status and all rights, contracts privileges, franchises and concessions now held or hereafter acquired by it in the conduct of its business and comply with each and every term of the said franchises and concessions and all acts, authorizations, consents, permissions, rules, regulations, orders and directions of any legislative, executive, administrative or judiciat body applicable to its Assets or any part thereof provided that the Company may contest in good faith the validity of any such acts, rules, regulations, orders and directions and pending the determination of such contest may postpone compliance therewith if the rights enforceable under the Debentures are not thereby materially endangered or impaired. The Company will not do or voluntarily suffer or permit to be done any act or thing whereby its right to transact its business might or could be terminated or whereby payment of the principal of or interest on the Debentures might or would be hindered or delayed; Pay stamp duty shall pay all such stamp duty (inckiding any additional stamp duty), other duties, Taxes, charges and penalties, if and when the Company may be required to pay according to the applicable state laws and in the event of the Company failing to pay such stamp duty, other duties, Taxes and penalties as aforesaid, the Debenture Trustee will be at liberty (but shall not be bound) to pay the same and the Company shall reimburse the same to the Debenture Trustee on demand; Furnish information to trustee shall provide to the Pebenture Trustee or its nominee(s}/ agent(s) such information/copies of relevant extracts as they shall require as to all matters relating. to the business of the Company or any part thereof and to investigate the affairs thereof and the Company shall allow the Debenture Trustee to make such examination and investigation as and when felt necessary and shall furnish him with all such information as they may require and shall pay all reasonable costs, charges and expenses incidental to such examination and investigation. The Company undertakes that it will permit the Debenture Trustee to examine the books and records of the Company and to discuss the affairs, finances and accounts of the Company with, and be advised as to the same by, officers and independent accountants of the Company, all upon reasonable prior notice and at such reasonable times and intervals as the Debenture Trustee may reasonably request; shall furnish quarterly report to the Debenture Trustee (as may be required in accordance with SEB! guidelines) containing the following particulars: ()) updated list of the names and addresses of the Debenture Holders; (ii) details of the interest due but unpaid and reasons thereof; Page 27 of 66